-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MJm6kOG1j+u+VJim7EOHuGHFxT9hdkOhOlwI9jnIPdRZ7P5WC2A6K48TnSBulOpI Q8nExuPItW7KTwY1k9AIWg== 0000950130-02-001629.txt : 20020415 0000950130-02-001629.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950130-02-001629 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020317 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED RENTALS INC /DE CENTRAL INDEX KEY: 0001067701 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 061522496 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14387 FILM NUMBER: 02577123 BUSINESS ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036223131 MAIL ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED RENTALS NORTH AMERICA INC CENTRAL INDEX KEY: 0001047166 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 061493538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13663 FILM NUMBER: 02577124 BUSINESS ADDRESS: STREET 1: FIVE GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036223131 MAIL ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: UNITED RENTALS INC DATE OF NAME CHANGE: 19971020 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) March 17, 2002 UNITED RENTALS, INC. UNITED RENTALS (NORTH AMERICA), INC. (EXACT NAME OF REGISTRANTS AS SPECIFIED IN ITS CHARTER) - ------------------------------------------------------------------------------- Delaware 1-14387 06-1522496 - -------------------------------------------------------------------------------- Delaware 1-13663 06-1493538 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission file Number) (IRS Employer Incorporation) Identification No.) - -------------------------------------------------------------------------------- Five Greenwich Office Park, Greenwich, Connecticut 06830 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (203) 622-3131 Four Greenwich Office Park, Greenwich, Connecticut 06830 (Former Address of Principal Executive Offices) 1 Item 5. Other Materially Important Events. The Company has purchased 339,213 shares of its common stock from the Colburn Music Fund at $29.48 per share, for an aggregate purchase price of $10 million. The Company has also purchased 50,882 shares of its common stock from Ayr Inc. at $29.48 per share, for an aggregate purchase price of $1,500,000. Richard Colburn owns all of the outstanding shares of Ayr Inc. and is also a director of the Company and of the Colburn Music Fund. The Colburn Music Fund, Ayr Inc. and Mr. Colburn agreed that without the consent of the Company they would not sell any shares of common stock of the Company during the 180-day period to and including September 12, 2002. The Colburn Music Fund, Ayr Inc. and Mr. Colburn also agreed that without the consent of the Company they would not exercise any demand registration right that would require the filing of a registration statement before the end of this 180-day lock-up period. Copies of the agreements relating to the purchase and lock-up are filed as exhibits to this Report. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Exhibits 99.1 Purchase and Lock-Up Agreement among Richard D. Colburn and AYR Inc. and United Rentals, Inc., dated March 17, 2002. 99.2 Purchase and Lock-Up Agreement between Colburn Music Fund and United Rentals, Inc., dated March 17, 2002. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 17th day of March 2002. UNITED RENTALS, INC. By: Michael J. Nolan ---------------- Name: Michael J. Nolan Title: Chief Financial Officer UNITED RENTALS (NORTH AMERICA), INC. By: Michael J. Nolan ---------------- Name: Michael J. Nolan Title: Chief Financial Officer 3 EX-99.1 3 dex991.txt PURCHASE AGREEMENT AMONG RICHARD D. COLBURN Exhibit 99.1 RICHARD D. COLBURN and AYR INC. 1120 La Colina Beverly Hills, California 90210 March 17, 2002 United Rentals, Inc. Five Greenwich Office Park Greenwich CT 06830 Gentlemen: 1. Sale (a) Ayr Inc, a California corporation wholly-owned by Mr. Richard Colburn ("Ayr"), hereby sells to United Rentals, Inc. (the "Company"), and the Company hereby purchases from Ayr, 50,882 shares (the "Colburn Sold Shares") of Common Stock of the Company ("Common Stock") at $29.48 per share, for an aggregate purchase price of $1,500,000 (the "Colburn Purchase Price"). Mr. Colburn will as soon as practicable in the circumstances cause Ayr to deliver to the Company a certificate for the Colburn Sold Shares, together with a stock power therefor endorsed in blank, and the Company will pay the Colburn Purchase Price to Ayr against receipt of the stock certificate and stock power. Ayr may deliver to the Transfer Agent a certificate representing more than the Colburn Sold Shares, in which case the Company will, and will cause Transfer Agent to, take such action as may be necessary to transfer to the Company or to cancel the Colburn Sold Shares, and to return one or more certificates in such forms and amounts as Mr. Colburn may request for all shares in excess of the Colburn Sold Shares; such action shall be deemed delivery to the Company so long as Mr. Colburn and Ayr take any action and executes any documents reasonably requested by the Company or the Transfer Agent in connection therewith, and the Company will promptly wire transfer to Ayr or its order the amount of the Colburn Purchase Price. (b) Mr. Colburn and Ayr represent that Ayr owns the Colburn Sold Shares free and clear of all liens, claims and encumbrances and that, upon delivery of the Colburn Sold Shares as provided above, Mr. Colburn and Ayr will have delivered title to the Colburn Sold Shares to the Company free and clear of all liens, claims and encumbrances. Mr. Colburn and Ayr make no other representations or warranties whatsoever with respect to the Sold Shares. Neither the Company nor any of its affiliates makes any representations or warranties whatsoever to Mr. Colburn or Ayr. Mr. Colburn and Ayr are entering into this transaction solely as a result of such investigations as they deemed appropriate. The Company has made an independent decision to purchase the Colburn Sold Shares, free of any influence by Mr. Colburn or Ayr. 2. In order to induce the Company to purchase the Colburn Sold Shares, Mr. Colburn and Ayr (together, the "Covenantors") jointly and severally agree that, during the 180-day period beginning on the date hereof, neither of the Covenantors will, nor will any of their affiliates on their behalf, without the prior written consent of the Company, make any contractual or other demand to register any shares of Common Stock in a manner that would require the filing of a registration statement before the end of such 180-day period, or offer, sell, contract to sell, or otherwise dispose of, any shares of Common Stock or any other securities of the Company or any derivative securities or derivative contracts the value of which is determined in whole or in substantial part (with substantial to mean more than 5%) by reference to the value of securities of the Company, whether or not such Common Stock or other securities have been registered and whether or not such offer, sale, contract or other disposition could otherwise be made under Rule 144 or otherwise. 3. The Covenantors release the Company and its affiliates from any claim that, and the Covenantors will not complain if, the Company and its affiliates possessed relevant information which the Covenantors did not possess, or which the Company or any affiliate should have disclosed publicly or to the Covenantors or any of them. Similarly, the Covenantors will not complain if for whatever reason the price of the Company's securities hereafter increases for any reason whatsoever, or if the Company or any of its affiliates at any time or times hereafter sells any Company securities at any price. 4. This Agreement may not be changed or terminated orally. It sets forth all understandings of the parties with respect to the subject matter hereof. It shall be governed by the internal laws of the State of Connecticut. The federal and state courts in Fairfield County Connecticut shall have exclusive jurisdiction on all matters relating to this Agreement. 5. This agreement shall become a binding contract only if it or a counterpart copy of it is signed by each party, with facsimile copies transmitted to the agents of the other parties, by 12:00 Midnight, Pacific Time, March 17, 2002. - -------------------------------------------------------------------------------- UNITED RENTALS, INC. AYR, INC. By BY -------------------- -------------------------- - -------------------------------------------------------------------------------- ------------------------------ Richard Colburn - -------------------------------------------------------------------------------- EX-99.2 4 dex992.txt PURCHASE AGREEMENT AMONG COLBURN MUSIC Exhibit 99.2 COLBURN MUSIC FUND 355 South Grand Avenue, Suite 3295 Los Angeles, California 90071 March 17, 2002 United Rentals, Inc. Five Greenwich Office Park Greenwich CT 06830 Gentlemen: 1. Sale by Fund. (a) Colburn Music Fund (the "Fund") hereby sells to United Rentals, Inc. (the "Company"), and the Company hereby purchases from the Fund, 339,213 shares (the "Sold Shares") of common stock of the Company ("Common Stock") at $29.48 per share, for an aggregate purchase price of $10,000,000 (the "Purchase Price"). The Fund will, as soon as practicable in the circumstances, deliver to the Transfer Agent for the Common Stock ("Transfer Agent") a certificate representing more than the Sold Shares, and will provide the Transfer Agent with appropriate instructions and powers to authorize a transfer consistent with the foregoing. The Company will, and will cause the Transfer Agent to, take such action as may be necessary to transfer to the Company or to cancel the Sold Shares, and to return one or more certificates in such forms and amounts (but only in the Fund's name) as the Fund may request for all shares in excess of the Sold Shares; such action shall be deemed delivery to the Company so long as the Fund takes any action and executes any documents reasonably requested by the Company or the Transfer Agent in connection therewith, and the Company will promptly wire transfer to the Fund or its order the amount of the Purchase Price. (b) The Fund represents that it owns the Sold Shares free and clear of all liens, claims and encumbrances and that, upon delivery of the Sold Shares as provided above, the Fund will have delivered title to the Sold Shares to the Company free and clear of all liens, claims and encumbrances. It makes no other representations or warranties whatsoever with respect to the Sold Shares. Neither the Company nor any of its affiliates makes any representations or warranties whatsoever to the Fund. The Fund is entering into this transaction solely as a result of such investigations as it deemed appropriate. The Company has made an independent decision to purchase the Sold Shares, free of any influence by the Fund. In order to induce the Company to purchase the Sold Shares, the Fund agrees that, during the 180-day period beginning on the date hereof, the Fund will not, nor will 2. any of its affiliates on its behalf, without the prior written consent of the Company, make any contractual or other demand to register any shares of Common Stock in a manner that would require the filing of a registration statement before the end of such 180-day period, or offer, sell, contract to sell, or otherwise dispose of, any shares of Common Stock or any other securities of the Company or any derivative securities or derivative contracts the value of which is determined in whole or in substantial part (with substantial to mean more than 5%) by reference to the value of securities of the Company, whether or not such Common Stock or other securities have been registered and whether or not such offer, sale, contract or other disposition could otherwise be made under Rule 144 or otherwise. 3. The Fund releases the Company and its affiliates from any claim that, and the Fund will not complain if, the Company and its affiliates possessed relevant information which the Fund did not possess, or which the Company or any affiliate should have disclosed publicly or to the Fund or any of them. Similarly, the Fund will not complain if for whatever reason the price of the Company's securities hereafter increases for any reason whatsoever, or if the Company or any of its affiliates at any time or times hereafter sells any Company securities at any price. 4. This Agreement may not be changed or terminated orally. It sets forth all understandings of the parties with respect to the subject matter hereof. It shall be governed by the internal laws of the State of Connecticut. The federal and state courts in Fairfield County Connecticut shall have exclusive jurisdiction on all matters relating to this Agreement. 5. This agreement shall become a binding contract only if it or a counterpart copy of it is signed by each party, with facsimile copies transmitted to the agents of the other parties, by 12:00 Midnight, Pacific Time, March 17, 2002. - -------------------------------------------------------------------------------- UNITED RENTALS, INC. COLBURN MUSIC FUND By By -------------------- -------------------- Robert B. Egelston And By ------------------- Richard Colburn - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----